Attached files
EXHIBIT 3.2
FANSPORT, INC.
BY-LAWS
*****
ARTICLE I
---------
OFFICES
-------
Section 1.1. The principal office shall be in the City of Placerville,
CA, USA.
Section 1.2. The corporation may also have offices at such other places
both within and without the State of Florida as the board of directors may from
time to time determine or the business of the corporation may require.
ARTICLE II
----------
MEETINGS OF STOCKHOLDERS
------------------------
Section 2.1. All annual meetings of the stockholders shall be held at
such place and time within or without the State of Florida as shall be stated in
the notice of the meeting, or in a duly executed waiver of notice thereof.
Section 2.2. Annual meetings of stockholders shall be held at such date
and time as shall be designated from time to time by the board of directors and
stated in the notice of meeting, at which they shall elect by a plurality vote
by written ballot a board of directors, and transact such other business as may
properly be brought before the meeting. If the designated day is a legal
holiday, then the annual meeting shall be held on the next succeeding business
day.
Section 2.3. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called by the Chairman of the Board and shall be called by
the Chief Executive Officer or Secretary at the request in writing of a majority
of the board of directors, or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote Such request shall state the purpose or
purposes of the proposed meeting.
Section 2.4. Notices of meetings shall be in writing and signed by the
Chief Executive Officer or the Secretary, or by such other person or persons as
the directors shall designate. Such notice shall state the purpose or purposes
for which the meeting is called and the time when, and the place, which may be
within or without this state, where it is to be held. A copy of such notice
shall be either delivered personally to or shall be mailed, postage prepaid, to
each stockholder of record entitled to vote at such meeting not less than ten
nor more than sixty days before such meeting. If mailed, it shall be directed to
a stockholder at his address as it appears upon the records of the corporation
and upon such mailing of any such notice, the service thereof shall be
1
complete, and the time of the notice shall begin to run from the date upon which
such notice is deposited in the mail for transmission to such stockholder.
Personal delivery of any such notice to any officer of a corporation or an
association, or to any member of a partnership shall constitute delivery of such
notice to such corporation, association or partnership. In the event of the
transfer of stock after delivery or mailing of the notice of and prior to the
holding of the meeting it shall not be necessary to deliver or mail notice of
the meeting to the transferee.
Section 2.5. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented-by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
articles of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.
Section 2.6. When a quorum is present or represented at any meeting,
the vote of the holders of a majority of the stock having voting power present
in person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes or of the articles of incorporation a different vote is required in
which case such express provision shall govern and control the decision of such
question.
Section 2.7. Every stockholder of record of the corporation shall be
entitled at each meeting of stockholders to one vote for each share of stock
standing in his name on the books of the corporation.
Section 2.8. At any meeting of the stockholders, any stockholder may be
represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that any such instrument in writing shall designate one or
more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by such written instrument upon all of the
persons so designated unless the instrument shall otherwise provide. No such
proxy shall be valid after the expiration of six months from the date of its
executions, unless coupled with an interest, or unless the person executing it
specifies therein the length of time for which it is to continue in force, which
in no case shall exceed seven years from the date of its execution. Subject to
the above, any proxy duly executed is not revoked and continues in full force
and effect until an instrument revoking it or a duly executed proxy bearing
a-later date is filed with the secretary of the corporation.
Section 2.9. Any action, except election of directors, which may be
taken by the vote of the stockholders at a meeting, may be taken without a
meeting if authorized by the written consent of stockholders holding at least -a
majority of the voting power, unless the provisions of the statutes or of the
articles of incorporation require a greater proportion of voting power to
authorize such action in which case such greater proportion of written consents
shall be required.
2
ARTICLE III
-----------
DIRECTORS
---------
Section 3.1. The number of directors which shall constitute the whole
board a minimum of one (1) and a maximum of five (5). The director(s) shall be
elected at the annual meeting of the stockholders, and except as provided in
Section 2 of this article, each director elected shall hold office until his
successor is elected and qualified. Directors need not be stockholders.
Section 3.2. Vacancies, including those caused by an increase in the
number of directors, may be filled by a majority of the remaining directors
though less than a quorum. When one or more directors shall give notice of his
or their resignation to the board, effective at a future date, the board shall
have power to fill such vacancy or vacancies to take effect when such
resignation or resignations shall become effective, each director so appointed
to hold office during the remainder of the term of office of the resigning
director or directors.
Section 3.3. The business of the corporation shall be managed by its
board of directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the articles of
incorporation or by these by-laws directed or required to be exercised or done
by the stockholders.
Section 3.4. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Florida.
MEETINGS OF THE BOARD OF DIRECTORS
Section 3.5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such tune and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in
a-written waiver signed by all of the directors.
Section 3.6. Regular meetings of the board of directors may be held
without notice at such time and place as shall from time to time be determined
by the board.
Section 3.7. Special meetings of the board of directors may be called
by the president or secretary on the written request of two directors. Written
notice of special meetings of the board of directors shall be given to each
director at least zero (0) days before the date of the meeting.
Section 3.8. A majority of the board of directors, at a meeting duly
assembled, shall be necessary to constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the board of
3
directors, except as may be otherwise specifically provided by statute or by the
articles of incorporation. Any action required or permitted to be taken at a
meeting of the directors may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the directors
entitled to vote with respect to the subject matter thereof.
COMMITTEES OF DIRECTORS
Section 3.9. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation, which, to the extent
provided in the resolution, shall have and may exercise the powers of the board
of directors in the management of the business and affairs of the corporation,
and may have power to authorize the seal of the corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
board of directors.
Section 3.10. The committees shall keep regular minutes of their
proceedings and report the same to the board when required.
COMPENSATION OF DIRECTORS
Section 3.11. The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee' meetings.
ARTICLE IV
----------
NOTICES
-------
Section 41. Notices to directors and stockholders shall be in writing
and delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.
Section 4.2. Whenever all parties entitled to vote at any meeting,
whether of directors or stockholders, consent, either by a writing on the
records of the meeting or filed with the secretary, or by presence at such
meeting and oral consent entered on the minutes, or by taking part in the
deliberations at such meeting without objection, the doings of such meeting
shall be as valid as if had at a meeting regularly called and noticed, and at
such meeting any business may be transacted which is not excepted from the
written consent or to the consideration of which no objection for want of notice
is made at the time, and if any meeting be irregular for want of notice or of
such consent, provided a quorum was present at such meeting, the proceedings of
said meeting may be ratified and approved and rendered likewise valid and the
irregularity or defect therein waived by a writing signed by all parties having
the right to vote at such meetings;
4
and such consent or approval of stockholders may be by proxy or attorney, but
all such proxies and powers of attorney must be in writing.
Section 4.3. Whenever any notice whatever is required to be given under
the provisions of the statutes, of the articles of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
---------
OFFICERS
--------
Section 5.1. The officers of the corporation shall be chosen by the
board of directors and shall be a president, a vice president, a secretary and a
treasurer. Any person may hold two or more offices.
Section 5.2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, a vice president, a
secretary and a treasurer, none of whom need be a member of the board.
Section 5.3. The board of directors may appoint additional vice
presidents, and assistant secretaries and assistant treasurers and such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.
Section 5.4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.
Section 5.5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise shall be filled by the
board of directors.
THE PRESIDENT
Section 5.6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation, and shall see that all orders and resolutions of the board of
directors are carried into effect.
Section 5.7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation or as restricted by
a stockholders agreement.
5
THE VICE PRESIDENT
Section 5.8. The vice president shall, in the absence or disability of
the president, perform the duties and exercise the powers of the president and
shall perform such other duties as the board of directors may from time to time
prescribe.
THE SECRETARY
Section 5.9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall keep in safe custody
the seal of the corporation and, when authorized by the board of directors,
affix the same to any instrument requiring it and, when so affixed, it shall be
attested by his signature or by the signature of the treasurer or an assistant
secretary.
THE TREASURER
Section 5.10. The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.
Section 5.11. He shall disburse the funds of the corporation as may be
ordered by the board of directors taking proper vouchers for such disbursements,
and shall render to the president and the board of directors, at the regular
meetings of the board, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
Section 5.12. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, paper,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation
ARTICLE VI
----------
CERTIFICATES OF STOCK
---------------------
Section 6.1. Every stockholder shall be entitled to have a certificate,
signed by the president or a vice president and the treasurer or an assistant
treasurer, or the secretary or an
6
assistant secretary of the corporation, certifying the number of shares owned by
him in the corporation. When the corporation is authorized to issue shares of
more than one class or more than one series of any class, there shall be set
forth upon the face or back of the certificate, or the certificate shall have a
statement that the corporation will furnish to any stockholders upon request and
without charge, a full or summary statement of the designations, preferences and
relative, participating, optional or other special rights of the various classes
of stock or series thereof and the qualifications limitations or restrictions of
such rights, and, if the corporation shall be authorized to issue only special
stock, such certificate shall set forth in full or summarized the rights of the
holders of such stock.
Section 6.2. Whenever any certificate is countersigned or otherwise
authenticated by a transfer agent or transfer clerk, and by a registrar, then a
facsimile of the signatures of the officers or agents of the corporation may be
printed or lithographed upon such certificate in lieu of the actual signatures.
In case any officer or officers who shall have signed, or whose facsimile
signature or signatures shall have been used on, any such certificate or
certificates shall cease to be such officer or officers of the corporation,
whether because of death, resignation or otherwise, before such certificate o
certificates shall have been delivered by the corporation, such certificate or
certificates may nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates, or whose facsimile signature or signatures shall have been used
thereon, had not ceased to be the officer or officers of such corporation.
LOST CERTIFICATE
Section 6.3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the board of directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost or destroyed.
TRANSFER OF STOCK
Section 6.4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
CLOSING OF TRANSFER BOOKS
Section 6.5. The directors may prescribe a period not exceeding sixty
days prior to any meeting of the stockholders during which no transfer of stock
on the books of the corporation
7
may be made, or may fix a day not more than sixty days prior to the holding of
any such meeting as the day as of which stockholders entitled to notice of and
to vote at such meeting shall be determined; and only stockholders of record on
such day shall be entitled to notice or to vote at such meeting.
REGISTERED STOCKHOLDERS
Section 6.6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Florida.
ARTICLE VII
-----------
GENERAL PROVISIONS
------------------
DIVIDENDS
Section 7.1. Dividends upon the capital stock of the corporation,
subject to the provisions of the articles of incorporation, if any, may be
declared by the board of directors at any regular or special meeting pursuant to
law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the articles of incorporation.
Section 7.2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserves in the
manner in which it was created.
CHECKS
Section 7.3. All checks or demands for money and notes of the
corporation shall be signed by such officer of officers or such other person or
persons as the board of directors may from time to time designate.
FISCAL YEAR
Section 7.4. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
SEAL
Section 7.5. If the corporation has a corporate seal, the corporate
seal shall have inscribed thereon the name of the corporation, the year of its
incorporation and the words "Corporate Seal, Florida."
8
ARTICLE VIII
------------
INDEMNIFICATION
---------------
Every person who was or is a party or is threatened to be made a party
to or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a director or officer of the
corporation or is or was serving at the request of the corporation or for its
benefit as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise, shall
e indemnified and held harmless to the fullest extent legally permissible under
the General Corporation Law of the State of Florida from time to time against
all expenses, liability and loss (including attorneys' fees, judgments, fines
and amounts paid to or be paid in settlement) reasonable incurred in defending a
civil or criminal action, suit or proceeding must be paid by the corporation as
they are incurred and in advance of the final disposition of the action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by the
Corporation. Such right of indemnification shall be a contract right which may
be enforced in any manner desired by such person. Such right of indemnification
shall not be exclusive of any other right which such directors, officers or
representatives may have or hereafter acquire and, without limiting the
generality of such statement, they shall e entitled to their respective rights
of indemnification under any by-law, agreement, vote of stockholders, provision
of law or otherwise, as well as their rights under this Article.
The Board of Directors may cause the corporation to purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the corporation would have the power to indemnify
such person.
The Board of Directors may from time to time adopt further By-laws with
respect to indemnification and may amend these and such By-laws to provide at
all times the fullest indemnification permitted by the General Corporation Law
of the State of Florida.
ARTICLE XI
----------
AMENDMENTS
----------
Section 9.1. These by-laws may be altered or repealed at any regular
meeting of the stockholders or of the board of directors or of directors or at
any special meeting of the stockholders or of the board of directors if notice
of such alteration or repeal be contained in the notice of such special meeting.
